Common use of Sale and Purchase of Natural Gas Clause in Contracts

Sale and Purchase of Natural Gas. (a) Beginning on the Delivery Start Date, and thereafter throughout the Term of this Agreement, except during a Scheduled Maintenance Outage or an Unscheduled Maintenance Outage or to the extent excused under the provisions of Article XIII, Seller agrees to sell and deliver at the Delivery Point, and Purchaser agrees to purchase and receive at the Delivery Point, all Scheduled Gas in accordance with the terms of this Agreement. Sales and purchases of the Baseload Gas and Make-Up Gas will be on a Firm basis and sales and purchases of the Additional Gas will be on an Interruptible basis unless and until the Additional Gas is nominated for delivery as provided in Section 6.4 at which time, the Additional Quantity will become Scheduled Gas deliverable on a Firm basis. (b) If in respect of any Contract Year there is Make-Up Gas, Seller shall sell and deliver at the Delivery Point, and Purchaser shall purchase and receive at the Delivery Point, such Make-Up Gas during the remainder of the Delivery Term; provided that, (i) on any Day during the Delivery Term, the sum of the quantity of Make-Up Gas and Baseload Gas that Purchaser shall be obligated to purchase and receive on such Day shall not exceed the Baseload Quantity, and (ii) for any such Day, (A) Seller may make available an additional quantity of up to 3,000 MMBtu of Make-Up Gas, such that the sum of the quantity of Baseload Gas and Make-Up Gas made available for such Day is greater than the Baseload Quantity but not greater than the Maximum Daily Quantity, (B) Purchaser shall have the option, exercisable at Purchaser’s sole election, upon notice as provided in Section 6.2 or Section 6.3, as applicable, to purchase and receive on such Day all or any portion of such additional quantity of Make-Up Gas, and (C) to the extent Purchaser elects not to purchase and receive on such Day all of such additional quantity of Make-Up Gas made available by Seller for such Day, the amount of the outstanding quantity of Make-Up Gas shall be reduced by the positive difference between (x) the additional quantity of Make-Up Gas made available by Seller for such Day (not to exceed 3,000 MMBtu) and (y) the portion of such additional quantity of Make-Up Gas (which may be none) that Purchaser elected to purchase and receive on such Day. If at the end of the Delivery Term there is Make-Up Gas, the Delivery Term shall, automatically and without further action, be deemed extended beyond the end of the Term for a period of up to an additional one year for the Annual Baseload Quantity of Make-Up Gas or part thereof, until all such Make-Up Gas shall have been sold and delivered to Purchaser. The respective obligations of the Parties to sell and deliver and purchase and receive Make-Up Gas shall not be affected by any Scheduled Maintenance Outage. (c) The sole and exclusive remedy of the Parties in the event of a breach of a Firm obligation to deliver or receive Scheduled Gas (but not any Event of Default) shall be recovery of (i) the Replacement Gas Costs owed by the Party that fails to deliver or fails to receive Scheduled Gas as applicable; plus (ii) any related transportation costs incurred as a result of the breach of such Firm obligation whether in the nature of the Incremental Transportation Costs or any other related Transportation Costs; plus (iii) any penalties, Imbalance Charges, or any such similar costs incurred as a result of a breach of such Firm obligation.

Sale and Purchase of Natural Gas. (a) Beginning on the Delivery Start Date, and thereafter throughout the Term of this Agreement, except during a Scheduled Maintenance Outage or an Unscheduled Maintenance Outage or to the extent excused under the provisions of Article XIII, Seller agrees to sell and deliver at the Delivery Point, and Purchaser agrees to purchase and receive at the Delivery Point, all Scheduled Gas in accordance with the terms of this Agreement. Sales and purchases of the Baseload Gas and Make-Up Gas will be on a Firm basis and sales and purchases of the Additional Gas will be on an Interruptible basis unless and until the Additional Gas is nominated for delivery as provided in Section 6.4 at which time, the Additional Quantity will become Scheduled Gas deliverable on a Firm basis. (b) If in respect of any Contract Year there is Make-Up Gas, Seller shall sell and deliver at the Delivery Point, and Purchaser shall purchase and receive at the Delivery Point, such Make-Up Gas during the remainder of the Delivery Term; provided that, (i) on any Day during the Delivery Term, the sum of the quantity of Make-Up Gas and Baseload Gas that Purchaser shall be obligated to purchase and receive on such Day shall not exceed the Baseload Quantity22,000 MMBtu, and (ii) for any such Day, (A) Seller may make available an additional quantity of up to 3,000 MMBtu of Make-Up Gas, such that the sum of the quantity of Baseload Gas and Make-Up Gas made available for such Day is greater than the Baseload Quantity 22,000 MMBtu but not greater than the Maximum Daily Quantity25,000 MMBtu, (B) Purchaser shall have the option, exercisable at Purchaser’s sole election, upon notice as provided in Section 6.2 or Section 6.3, as applicable, to purchase and receive on such Day all or any portion of such additional quantity of Make-Up Gas, and (C) to the extent Purchaser elects not to purchase and receive on such Day all of such additional quantity of Make-Up Gas made available by Seller for such Day, the amount of the outstanding quantity of Make-Up Gas shall be reduced by the positive difference between (x) the additional quantity of Make-Up Gas made available by Seller for such Day (not to exceed 3,000 MMBtu) and (y) the portion of such additional quantity of Make-Up Gas (which may be none) that Purchaser elected to purchase and receive on such Day. If at the end of the Delivery Term there is Make-Up Gas, the Delivery Term shall, automatically and without further action, be deemed extended beyond the end of the Term for a period of up to an additional one year for the Annual Baseload Quantity each 6,000,000 MMBtu of Make-Up Gas or part thereof, until all such Make-Up Gas shall have been sold and delivered to Purchaser. The respective obligations of the Parties to sell and deliver and purchase and receive Make-Up Gas shall not be affected by any Scheduled Maintenance Outage. (c) The sole and exclusive remedy of the Parties in the event of a breach of a Firm obligation to deliver or receive Scheduled Gas (but not any Event of Default) shall be recovery of (i) the Replacement Gas Costs owed by the Party that fails to deliver or fails to receive Scheduled Gas as applicable; plus (ii) any related transportation costs incurred as a result of the breach of such Firm obligation whether in the nature of the Incremental Transportation Costs or any other related Transportation Costs; plus (iii) any penalties, Imbalance Charges, or any such similar costs incurred as a result of a breach of such Firm obligation.

Sale and Purchase of Natural Gas. (a) Beginning on the Delivery Start Date, and thereafter For every Day throughout the Term of this Agreement, except during beginning with the Delivery Start Date, and with the exception of periods in which there exists (i) a Scheduled Maintenance Outage Outage; or an Unscheduled Maintenance Outage or to the extent excused under the provisions of Article XIII, (ii) a Force Majeure Event; Seller agrees to sell and deliver at the Delivery Point, and Purchaser agrees to purchase and receive at the Delivery Point, all Scheduled Gas properly nominated in accordance with the terms of this Agreement. Sales and purchases of the Monthly Baseload Gas and Make-Up Daily Firm Gas will be made on a Firm basis and sales and purchases pursuant to the provisions of Article VI. For the Additional first six (6) Months after the Commercial Operation Date, all Gas will made available under this Agreement shall be provided from the Daily Firm Quantity or delivered as Intra-Day Gas based on an Interruptible basis unless and until the Additional Gas is nominated for delivery as provided in Section 6.4 at which time, the Additional Quantity will become Scheduled Gas deliverable on a Firm basisnomination protocols of Article VI. (b) If in respect of any Contract Year there is Make-Up Gas, Seller shall sell and deliver at the Delivery Point, and Purchaser shall purchase and receive at the Delivery Point, such Make-Up Gas during the remainder of the Delivery Term; provided that, (i) on any Day during the Delivery Term, the sum of the quantity of Make-Up Gas and Baseload Gas that Purchaser shall be obligated to purchase and receive on such Day shall not exceed the Baseload Quantity, and (ii) for any such Day, (A) Seller may make available an additional quantity of up to 3,000 MMBtu of Make-Up Gas, such that the sum of the quantity of Baseload Gas and Make-Up Gas made available for such Day is greater than the Baseload Quantity but not greater than the Maximum Daily Quantity, (B) Purchaser shall have the option, exercisable at Purchaser’s sole election, upon notice as provided in Section 6.2 or Section 6.3, as applicable, to purchase and receive on such Day all or any portion of such additional quantity of Make-Up Gas, and (C) to the extent Purchaser elects not to purchase and receive on such Day all of such additional quantity of Make-Up Gas made available by Seller for such Day, the amount of the outstanding quantity of Make-Up Gas shall be reduced by the positive difference between (x) the additional quantity of Make-Up Gas made available by Seller for such Day (not to exceed 3,000 MMBtu) and (y) the portion of such additional quantity of Make-Up Gas (which may be none) that Purchaser elected to purchase and receive on such Day. If at the end of the Delivery Term there is Make-Up Gas, the Delivery Term shall, automatically and without further action, be deemed extended beyond the end of the Term for a period of up to an additional one year for the Annual Baseload Quantity of Make-Up Gas or part thereof, until all such Make-Up Gas shall have been sold and delivered to Purchaser. The respective obligations of the Parties to sell and deliver and purchase and receive Make-Up Gas shall not be affected by any Scheduled Maintenance Outage. (c) The sole and exclusive remedy of the Parties in the event of a breach of a Firm obligation to deliver or receive Scheduled Gas (but not any Event of Default) under this Agreement shall be the recovery of of: (ia) the Replacement Gas Costs owed by the Party that fails to deliver or fails to receive Scheduled Gas as applicableapplicable that was nominated and confirmed pursuant to Firm delivery obligations under article VI; plus (iib) any related transportation Transportation costs incurred as a result of the breach of such Firm obligation whether in the nature of the Incremental Transportation Costs or any other related Transportation Costs; transportation costs: plus (iiic) any penalties, Imbalance Charges, or any such similar costs incurred as a result of a breach of such a Firm obligation. (c) Unless otherwise specifically agreed, title to the Gas shall pass from Seller to Purchaser at the Delivery Point. Seller warrants that it will have the right to convey and will transfer good and merchantable title to all Gas sold hereunder and delivered to Purchaser, free and clear of all lines, encumbrances, and claims. Except as provided in this section 4.1(c), all other warranties, express or implied, including any warranty of merchantability or of fitness for any particular purpose, are disclaimed. (d) In addition to the indemnification provisions otherwise set forth in this Agreement, Seller agrees to indemnify Purchaser and save it harmless from all Claims, from any and all Persons, arising from or out of claims of title, personal injury of property damage from the Gas or other charges thereon which attach before title passes to Purchaser. Purchaser agrees to indemnify Seller and save it harmless from all Claims, from any and all Persons, arising from or out of claims regarding payment, personal injury, or property damage from the Gas or other charges thereon which attach after title passes to Purchaser.

Sale and Purchase of Natural Gas. (a) Beginning On December 1, 1999, Purchaser and Seller shall agree upon and execute a letter as described in this Section 2.01 (such letter, as the same may be amended from time to time pursuant to Section 2.03(d), being the "Confirmation Letter") and agree upon the schedule to the Initial Surety Bond providing for the periodic reductions to the maximum penal sum thereunder. If on December 7, 1999, a Confirmation Letter and such schedule to the Initial Surety Bond have not been executed and delivered by the parties thereto or if the Prepaid Price has not been paid by Purchaser to Seller, then this Agreement shall terminate and be null and void and without any further force and effect, and without any further actions by the parties. The Confirmation Letter shall specify (i) a mutually acceptable Prepaid Price (which shall be approximately U.S. $150,000,000), (ii) the date on which the Prepaid Price shall be paid (which shall be the same day such Confirmation Letter is executed), and (iii) for each Delivery Month, the Delivery Start DatePoints, the Required Delivery Quantity, and thereafter throughout the Term of this Agreement, except during a Scheduled Maintenance Outage or an Unscheduled Maintenance Outage or amount thereof to the extent excused under the provisions of Article XIII, Seller agrees to sell be delivered and deliver received at the each such Delivery Point, each as mutually agreed by Purchaser and Purchaser agrees to purchase and receive at the Delivery Point, all Scheduled Gas in accordance with the terms of this Agreement. Sales and purchases of the Baseload Gas and Make-Up Gas will be on a Firm basis and sales and purchases of the Additional Gas will be on an Interruptible basis unless and until the Additional Gas is nominated for delivery as provided in Section 6.4 at which time, the Additional Quantity will become Scheduled Gas deliverable on a Firm basisSeller. (b) If in respect of any Contract Year there is Make-Up Gas, Seller shall sell and deliver at the Delivery Point, and Purchaser shall purchase and receive at the Delivery Point, such Make-Up Gas during the remainder In consideration of the Delivery Term; provided thatpayment to Seller of the Prepaid Price, (i) on any Day during Seller hereby agrees to sell and deliver, or cause to be delivered, to Purchaser or to its account in each Delivery Month, at the Delivery TermPoints, the sum of Required Delivery Quantity (in the quantity of Make-Up Gas amounts set forth in the Confirmation Letter) on the terms and Baseload Gas that Purchaser shall be obligated to purchase and receive on such Day shall not exceed the Baseload Quantity, conditions set forth in this Agreement; and (ii) for any Purchaser hereby agrees to accept delivery of such DayNatural Gas. Subject to the terms of Section 2.03(d) and Section 2.06(c), (A) Seller may make available an additional quantity of up to 3,000 MMBtu of Make-Up Gas, such that the sum payment of the quantity of Baseload Gas and Make-Up Gas made available for such Day is greater than the Baseload Quantity but not greater than the Maximum Daily Quantity, (B) Purchaser Prepaid Price shall have the option, exercisable at Purchaser’s sole election, upon notice as provided constitute payment in Section 6.2 or Section 6.3, as applicable, to purchase and receive on such Day all or any portion of such additional quantity of Make-Up Gas, and (C) to the extent Purchaser elects not to purchase and receive on such Day all of such additional quantity of Make-Up Gas made available by Seller for such Day, the amount full of the outstanding quantity of Make-Up Gas shall be reduced by the positive difference between (x) the additional quantity of Make-Up Gas made available by Seller for such Day (not to exceed 3,000 MMBtu) and (y) the portion of such additional quantity of Make-Up Gas (which may be none) that Purchaser elected to purchase and receive on such Day. If at the end price of the Delivery Term there is Make-Up Gas, Natural Gas to be delivered hereunder and under the Delivery Term shall, automatically and without further action, be deemed extended beyond the end of the Term for a period of up to an additional one year for the Annual Baseload Quantity of Make-Up Gas or part thereof, until all such Make-Up Gas shall have been sold and delivered to Purchaser. The respective obligations of the Parties to sell and deliver and purchase and receive Make-Up Gas shall not be affected by any Scheduled Maintenance OutageConfirmation Letter. (c) The sole and exclusive remedy of the Parties in the event of a breach of a Firm obligation to deliver All payments under this Agreement by Seller or receive Scheduled Gas (but not any Event of Default) Purchaser shall be recovery of (i) the Replacement Gas Costs owed made by wire transfer in immediately available funds to an account designated by the Party that fails to deliver or fails party entitled to receive Scheduled Gas as applicable; plus (ii) any related transportation costs incurred as a result of such payment, with such designation to be made at least two Business Days prior to the breach of such Firm obligation whether in the nature of the Incremental Transportation Costs or any other related Transportation Costs; plus (iii) any penalties, Imbalance Charges, or any such similar costs incurred as a result of a breach of such Firm obligationdate on which this payment is to be made.